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Friday, February 19, 2016
2.3 Divestment of Telefonica Brasil and entry into Telefonica’s share capital
On July 29, 2015, Vivendi sold a 4.0% interest in Telefonica Brasil on the stock market, for a consideration of US$877 million
(i.e., €800 million). This transaction was carried out after the preferred shares were converted into American Depositary Receipts (ADR).
On July 29, 2015, Vivendi entered into an agreement with Telefonica to swap a 3.5% interest in Telefonica Brasil in exchange for a
0.95% interest in Telefonica (46 million shares). After obtaining the approval of the Brazilian competition authority (CADE), this swap
transaction was completed on September 16, 2015, and the value of the interest amounted to €538 million as of this date. In December
2015, Vivendi received 1.4 million additional Telefonica shares with respect to the dividend in shares, representing a value of €16 million.
As of December 31, 2015, Vivendi held 47.4 million Telefonica shares (a 0.95% interest). This interest was accounted for as “available-forsale
securities” in Vivendi’s Consolidated Statement of Financial Position and, in accordance with IAS 39, is revalued at the stock market
price at each reporting date, as the unrealized capital gains or losses are directly recognized in equity. On that date, the interest in Telefonica
was valued at €485 million, representing an unrealized capital loss of €70 million.
2.4 Acquisition of interests in Ubisoft and Gameloft
Ubisoft
As of December 31, 2015, Vivendi held 15.7 million Ubisoft Entertainment (“Ubisoft”) shares, i.e., 13.98% of the share capital and 12.35% of
the voting rights, representing acquisitions on the stock market for €351 million.
On October 26, 2015, Vivendi made the following declaration of intent:
Vivendi’s acquisitions were financed using its available cash. Vivendi is not acting in concert with any third party in connection with its
investments in Ubisoft and has not entered into a temporary sale agreement for Ubisoft shares or voting rights. It does not hold instruments
and is not a party to agreements such as those referred to in paragraphs 4° and 4° bis of Article L.233-9 of the French Commercial Code
(Code de commerce).
The group contemplates continuing the acquisition of shares depending on market conditions. These acquisitions were not specifically
designed as a preparatory step for a plan to takeover Ubisoft; nonetheless, over the six coming months, Vivendi cannot rule out the
possibility of considering such a plan. Vivendi plans to request, in due time, to be represented on the company’s Board of Directors.
Vivendi’s investment in Ubisoft’s business sector is part of a strategic vision of operational convergence between, Vivendi’s contents and
platforms, and Ubisoft’s productions in video games. Since this strategy does not require any modification to Ubisoft’s legal or financial
organization, Vivendi does not contemplate implementing any of the transactions referred to in Article 223-17, I, 6° of the AMF Règlement
Général (General Regulations).
As of December 31, 2015, this interest was accounted for as “available-for-sale securities” in Vivendi’s Consolidated Statement of Financial
Position and, in accordance with IAS 39, is revalued at the stock market price at each reporting date, as the unrealized capital gains or losses
are directly recognized in equity.
As of February 10, 2016, the date of Vivendi’s Management Board that approved the Consolidated Financial Statements for the year ended
December 31, 2015, Vivendi held 16.7 million Ubisoft Entertainment shares, i.e., 14.89% of the share capital and 13.15% of the voting rights.
Gameloft
As of December 31, 2015, Vivendi held 24.5 million Gameloft SE (“Gameloft”) shares, i.e., 28.65% of the share capital and 25.50% of the
voting rights, representing acquisitions on the stock market for €122 million. This interest was accounted for as “available-for-sale
securities” in Vivendi’s Consolidated Statement of Financial Position as of December 31, 2015, in accordance with IAS 39, and is revalued at
the stock market price at each reporting date, as the unrealized capital gains or losses are directly recognized in equity.
As of February 10, 2016, the date of Vivendi’s Management Board that approved the Consolidated Financial Statements for the year ended
December 31, 2015, Vivendi held 25.4 million Gameloft shares, i.e., 29.75% of the share capital and 26.49% of the voting rights. At this
meeting, Vivendi’s Management Board decided to submit to the Supervisory Board, at its meeting to be held on February 18, 2016, the
project of public tender offer for all Gameloft shares.
Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /49